1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.85 to $33.84, inclusive. The reporting person undertakes to provide to J.Crew Group, Inc., any security holder of J.Crew Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (3) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.85 to $33.88, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.69 to $34.58, inclusive.

4. These shares are owned by The Drexler Family Revocable Trust (the "Trust") for which Mr. Drexler and his wife are trustees.

5. Includes 110,000 restricted shares of Common Stock, granted under an equity incentive plan of the issuer, of which 25,000 shares will vest (subject to the issuer's satisfaction of certain performance criteria over a three-year period commencing on May 15, 2007) on each of May 15, 2011 and May 15, 2012; and up to 30,000 shares will vest (subject to the issuer's satisfaction of certain performance criteria during the fiscal year ending January 31, 2010) on each of April 15, 2010 and April 15, 2011.

6. These shares are owned by The Millard S. Drexler 2008 Grantor Retained Annuity Trust #2 (the "2008 GRAT #2") for which Mr. Drexler and his wife are trustees.

7. These shares are owned by The Millard S. Drexler 2008 Grantor Retained Annuity Trust #3 (the "2008 GRAT #3") for which Mr. Drexler and his wife are trustees.

8. These shares are owned by The Millard S. Drexler 2009 Grantor Retained Annuity Trust #1 (the "2009 GRAT #1") for which Mr. Drexler and his wife are trustees.

9. These shares are owned by The Millard S. Drexler 2009 Grantor Retained Annuity Trust #2 (the "2009 GRAT #2") for which Mr. Drexler and his wife are trustees.

Remarks:

Arlene S. Hong is filing on behalf of Millard S. Drexler pursuant to an authorization and designation letter previously filed with the Securities and Exchange Commission.

Arlene S. Hong pursuant to a power of attorney filed with the Commission

09/09/2009

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).